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  • D Filing

Branch App D$25M in equity, sold $25M, 17 investors

Filed: 28 Oct 21, 3:20pm
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    SEC
    • D Exempt offering of security
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    The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
    The reader should not assume that the information is accurate and complete.

    UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    FORM D

    Notice of Exempt Offering of Securities

    OMB APPROVAL
    OMB Number: 3235-0076
    Estimated average burden
    hours per response: 4.00

    1. Issuer's Identity

    CIK (Filer ID Number) Previous Names
    X None
    Entity Type
    0001890910
    X Corporation
    Limited Partnership
    Limited Liability Company
    General Partnership
    Business Trust
    Other (Specify)

    Name of Issuer
    Branch App, Inc.
    Jurisdiction of Incorporation/Organization
    DELAWARE
    Year of Incorporation/Organization
    Over Five Years Ago
    X Within Last Five Years (Specify Year) 2021
    Yet to Be Formed

    2. Principal Place of Business and Contact Information

    Name of Issuer
    Branch App, Inc.
    Street Address 1 Street Address 2
    6 EAST 43RD STREET, FLOOR 9
    City State/Province/Country ZIP/PostalCode Phone Number of Issuer
    NEW YORK NEW YORK 10017 000-000-0000

    3. Related Persons

    Last Name First Name Middle Name
    McManus Joshua
    Street Address 1 Street Address 2
    c/o Branch App, Inc. 6 East 43rd Street, Floor 9
    City State/Province/Country ZIP/PostalCode
    New York NEW YORK 10017
    Relationship: X Executive Officer X Director Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Lemmo Thomas
    Street Address 1 Street Address 2
    c/o Branch App, Inc. 6 East 43rd Street, Floor 9
    City State/Province/Country ZIP/PostalCode
    New York NEW YORK 10017
    Relationship: Executive Officer X Director Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Nicolaidis Constantine
    Street Address 1 Street Address 2
    c/o Branch App, Inc. 6 East 43rd Street, Floor 9
    City State/Province/Country ZIP/PostalCode
    New York NEW YORK 10017
    Relationship: Executive Officer X Director Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Milstein Michael
    Street Address 1 Street Address 2
    c/o Branch App, Inc. 6 East 43rd Street, Floor 9
    City State/Province/Country ZIP/PostalCode
    New York NEW YORK 10017
    Relationship: Executive Officer X Director Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Romano Kimberly
    Street Address 1 Street Address 2
    c/o Branch App, Inc. 6 East 43rd Street, Floor 9
    City State/Province/Country ZIP/PostalCode
    New York NEW YORK 10017
    Relationship: Executive Officer X Director Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Alexander Richard
    Street Address 1 Street Address 2
    c/o Branch App, Inc. 6 East 43rd Street, Floor 9
    City State/Province/Country ZIP/PostalCode
    New York NEW YORK 10017
    Relationship: Executive Officer X Director Promoter

    Clarification of Response (if Necessary):


    4. Industry Group

    Agriculture
    Banking & Financial Services
    Commercial Banking
    Insurance
    Investing
    Investment Banking
    Pooled Investment Fund
    Is the issuer registered as
    an investment company under
    the Investment Company
    Act of 1940?
    Yes No
    Other Banking & Financial Services
    Business Services
    Energy
    Coal Mining
    Electric Utilities
    Energy Conservation
    Environmental Services
    Oil & Gas
    Other Energy
    Health Care
    Biotechnology
    Health Insurance
    Hospitals & Physicians
    Pharmaceuticals
    Other Health Care
    Manufacturing
    Real Estate
    Commercial
    Construction
    REITS & Finance
    Residential
    Other Real Estate
    Retailing
    Restaurants
    Technology
    Computers
    Telecommunications
    X Other Technology
    Travel
    Airlines & Airports
    Lodging & Conventions
    Tourism & Travel Services
    Other Travel
    Other

    5. Issuer Size

    Revenue Range OR Aggregate Net Asset Value Range
    No Revenues No Aggregate Net Asset Value
    $1 - $1,000,000 $1 - $5,000,000
    $1,000,001 - $5,000,000 $5,000,001 - $25,000,000
    $5,000,001 - $25,000,000 $25,000,001 - $50,000,000
    $25,000,001 - $100,000,000 $50,000,001 - $100,000,000
    Over $100,000,000 Over $100,000,000
    X Decline to Disclose Decline to Disclose
    Not Applicable Not Applicable

    6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

    Rule 504(b)(1) (not (i), (ii) or (iii))
    Rule 504 (b)(1)(i)
    Rule 504 (b)(1)(ii)
    Rule 504 (b)(1)(iii)
    X Rule 506(b)
    Rule 506(c)
    Securities Act Section 4(a)(5)
    Investment Company Act Section 3(c)
    Section 3(c)(1) Section 3(c)(9)
    Section 3(c)(2) Section 3(c)(10)
    Section 3(c)(3) Section 3(c)(11)
    Section 3(c)(4) Section 3(c)(12)
    Section 3(c)(5) Section 3(c)(13)
    Section 3(c)(6) Section 3(c)(14)
    Section 3(c)(7)

    7. Type of Filing

    X New Notice Date of First Sale 2021-10-13 First Sale Yet to Occur
    Amendment

    8. Duration of Offering

    Does the Issuer intend this offering to last more than one year?
    Yes X No

    9. Type(s) of Securities Offered (select all that apply)

    X Equity Pooled Investment Fund Interests
    Debt Tenant-in-Common Securities
    Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
    Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

    10. Business Combination Transaction

    Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
    Yes X No

    Clarification of Response (if Necessary):

    11. Minimum Investment

    Minimum investment accepted from any outside investor $0 USD

    12. Sales Compensation

    Recipient
    Recipient CRD Number X None
    (Associated) Broker or Dealer X None
    (Associated) Broker or Dealer CRD Number X None
    Street Address 1 Street Address 2
    City State/Province/Country ZIP/Postal Code
    State(s) of Solicitation (select all that apply)
    Check “All States” or check individual States
    All States
    Foreign/non-US

    13. Offering and Sales Amounts

    Total Offering Amount $25,000,005 USD
    or Indefinite
    Total Amount Sold $25,000,005 USD
    Total Remaining to be Sold $0 USD
    or Indefinite

    Clarification of Response (if Necessary):

    14. Investors

    Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
    Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
    17

    15. Sales Commissions & Finder's Fees Expenses

    Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

    Sales Commissions $0 USD
    Estimate
    Finders' Fees $0 USD
    Estimate

    Clarification of Response (if Necessary):

    16. Use of Proceeds

    Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

    $0 USD
    Estimate

    Clarification of Response (if Necessary):

    Signature and Submission

    Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

    Terms of Submission

    In submitting this notice, each issuer named above is:
    • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
    • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
    • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

    Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

    For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

    Issuer Signature Name of Signer Title Date
    Branch App, Inc. /s/ Joshua McManus Joshua McManus Chief Executive Officer 2021-10-28

    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

    * This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


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